These are held from time to time in order:
(b) to transact business which may only be transacted at a general meeting
of the members or shareholders, such as alteration or reduction of the
company's capital.
(c) to enable the directors and members to exchange views regarding the
running of the company's affairs or resolve some existing dispute.
Types of General Meeting
The Statutory Meeting
Contents of the statutory report. Section 130(3) provides that the statutory
report shall be certified by not less than two directors of the company and
shall state
(a) the total number of shares allotted, distinguishing shares allotted as
fully or partially paid up otherwise than in cash, the consideration for
which the shares have been allotted and, in the case of shares partly
paid up, the extent to which they are so paid up;
(b) the total amount of cash received by the company in respect of all the
shares allotted, distinguished as aforesaid;
(c) an abstract of the receipts of the company and of the payments made
therein, up to a date within seven days of the report, exhibiting under
distinctive headings the receipts of the company from shares and
debentures and other sources, the payments made and particulars
concerning the balance remaining in hand, and an account or estimate
of the preliminary expenses of the company;
(d) the names, postal addresses and descriptions of the directors, auditors,
if any, managers if any, and the secretary of the company; and
By s.130(4) the statutory report shall, so far as it relates to the shares allotted
by the company, the cash received in respect of such shares and the receipts
any payments of the company on capital account, be certified as correct by
the auditors, if any, of the company.
By s.130(2) a copy of the statutory report is to be forwarded by the directors
to every member of the company at least fourteen days before the day on
which the statutory meeting is to be held. However, there is a proviso that if
the report is forwarded later than prescribed, it shall be deemed to have been
duly forwarded if it is so agreed by all the members entitled to attend and
vote at the meeting.
The directors shall cause a certified copy of the statutory report to be
delivered to the registrar for registration forthwith after the sending thereof
to the members of the company(s.130(5).
List of Members
S.130(6) provides that the directors shall cause a list showing the names and
postal addresses of the members of the company, and the number of shares
held by them respectively, to be produced at the commencement of the
meeting and to remain open and accessible to any member of the company
during the continuance of the meeting.
By s.130(9) if there is any default in complying with the provisions of s.130,
every director of the company who is knowingly and wilfully guilty of the
default shall be liable to a fine not exceeding one thousand shillings.
The Annual General Meeting
Section 131(1) provides that "every company shall in each year hold a general
meeting as its annual general meeting in addition to any other meetings in
that year, and shall specify the meeting as such in the notices calling it".
Not more than fifteen months must elapse between the date of one annual
general meeting and the next. The word "year" was defined in Gibson v
Barton as "calendar year", ie. the period January 1 to December 31.
S.131(1) has a proviso to the effect that, so long as a company holds its first
annual general meeting within eighteen months of its incorporation, it need
not hold it in the following year. Thus a company incorporated on October 1,
1992, need not hold its first annual general meeting until March 1994.
Subsection (2) provides that if default is made in holding an annual general
meeting in accordance with the aforesaid provisions, the registrar may, on
the application of any member of the company, call or direct the calling of a
general meeting of the company and give such ancillary or consequential
directions as he thinks expedient, including a direction that one member of
the company present in person or by proxy shall be deemed to constitute a
meeting.
The registrar is not bound to call or direct the calling of the meeting but, in
the event of his refusing to do so, the aggrieved member may apply to the
court for an order : Re: El Sombrero Ltd (88), in which the court made an
order after the registrar had declined to do so. Section 131 does not provide
for the business which may be transacted at the annual general meeting but
Table A, Article 52 mentions the following as the "ordinary" or usual
business at an annual general meeting:
i. declaring a dividend;
ii. the consideration of the accounts, balance sheets and the reports of the
directors and auditors;
iii. the election of directors in the place of those retiring, and
iv. the appointment of, and the fixing of the remuneration of, the auditors.
Subsection 5 makes it a criminal offence punishable with a fine not exceeding
two thousand shillings for the company and every officer of the company to
fail to hold the annual general meeting or comply with any directions of the
registrar regarding the calling and conduct of the meeting.
Extraordinary General Meetings
S.132(1) provides for the convening of "extraordinary" general meeting but
does not define it. Neither is the word "extraordinary" defined in any other
section of the Act. However, Table A, Article 48 provides that all general
meetings other than annual general meetings shall be called extraordinary
general meetings.
Table A, Article 49 further provides that the directors may, whenever they
think fit, convene an extraordinary general meeting. Further, by s.132(1),
despite anything in the articles of a company, the directors are bound to
convene an extraordinary general meeting of the company on the requisition
of the holders of not less than onetenth of the paidup capital of the
company carrying the right of voting at general meetings of the company, or,
if the company has no share capital, of members representing not less than
onetenth of the total voting rights. S.132(2) provides that the requisition
must state the objects of the meeting, and must be signed by the
requisitionists and deposited at the registered office of the company. S.132(3)
provides that if the directors do not within 21 days from the date of the
deposit of the requisition proceed to convene a meeting, the requisitionists,
or any of them representing more than onehalf of the total voting rights of
all of them, may themselves convene a meeting, so long as they do so within
three months of the requisition.
The company's articles cannot deprive the members of the right to
requisition a meeting under S.132 because the section requires the directors
to proceed to convene a meeting on requisition "notwithstanding anything"
in the company's articles. However, the section is defective in the sense that,
although the directors are required to convene the meeting, they need not
hold it within any particular limit of time. They may therefore defeat the
purposes of the section by calling the meeting for a date, say, six months
ahead, provided they do so within the 21 day period. In the event of their
doing so the requisitionists cannot convene another meeting, as illustrated by
Re: Windward Islands Enterprises (U.K) Ltd (1982). The Jenkins Committee
recommended that the requisitionists should be empowered to call the
meeting themselves if the directors call the meeting to be held later than 28
days after the notice convening it was sent out. The company's articles may
also contain such a provision although the current Table A lacks one.
Class Meetings
"Class meetings" are not provided for by the Act. however, a class meeting
may be held pursuant to the provisions of the company articles of
association, if any.
Table A, Article 4 allows a company to vary the rights attached to any class
of shares if the variation is consented to in writing by the holders of three
fourths of the issued shares of that class or is sanctioned by a special
resolution passed at "a separate general meeting of the holders of the shares
of the class".
The provisions of Table A in relation to general meetings shall apply to every
such separate general meeting, except that the necessary quorum shall be
two persons at least holding or representing by proxy onethird of the issued
shares of the class.
Convening of General Meetings
General meetings are normally convened by the Board of Directors pursuant,
to the relevant provision of the company's articles, such as Table A, Article
49.
a) Table A, Article 49 empowers any director or any two members of the
company to convene an extraordinary general meeting if at any time
there are not within Kenya sufficient directors capable of acting to form
a quorum. Such a meeting is to be convened in the same manner as
nearly as possible as that in which meetings may be convened by the
directors.
c) S.134(b) empowers two or more members holding not less than one
tenth of the issued share capital, not less than five per cent in number of
the members of the company, to call a meeting of the company if the
articles do not provide otherwise.
The company secretary or other officer of the company has no power to call a
general meeting: Re: State of Wyoming Syndicate (89). However, the
directors may ratify the unauthorized act.
Good Faith
The directors must act in good faith when calling a meeting,. Thus, in
Cannon v Tasks, the directors called the annual general meeting at an earlier
date than was usual for the company to hold it. Their intention in doing so
was to ensure that transfers of shares to certain persons who were likely to
oppose some of their proposals would not be registered in time so that they
would be unable to vote. An injunction stopping the meeting from being
held was granted. However, once the directors have called the meeting they
cannot postpone or cancel it. For example, in Smith v Paringa Mines Ltd, a
notice was issued purporting to postpone the holding of a general meeting of
shareholders which had previously been duly convened. One of the
directors of the company who was in disagreement with the remainder of the
board attended the meeting together with several shareholders. It was held
that resolutions passed at the meeting were valid and effective. The
purported postponement of the meeting was inoperative since the articles
pursuant to which the meeting had ben convened did not give specific power
to postpone a convened meeting. The proper course is for the meeting to be
held and, with the consent of the majority of those present and voting,
adjourned.
Length of Notice
S.133(1) provides that any provision of a company's articles shall be void in
so far as it provides for the calling of a meeting of the company (other than
an adjourned meeting) by a shorter notice than 21 days. The notice must be
in writing.
S.133(2) provides that, except in so far as the articles of a company make
other provision in that behalf (not being a provision avoided by S.133(1), a
meeting of the company (other than an adjourned meeting) may be called
giving twentyone days notice in writing. This in effect means that a
company's articles may provide for a longer period of notice than twenty
one days but cannot provide for a shorter period.
By S.133(3) a meeting of a company, if called by a shorter period of notice
than that prescribed in S.133(1) or by the company's articles, shall be deemed
to have been duly called if it is so agreed
a) in the case of the annual general meeting, by all the members entitled to
attend and vote at the meeting; and
S.133 does not indicate whether the days of notice must be "clear days".
However, Table A, Article 50 provides that the notice "shall be exclusive of
the day on which it is served or deemed to be served and of the day for
which it is given".
Service of Notice
Section 134 (a) provides that, unless the articles of the company make other
provision in that behalf, notice of the meeting of a company shall be served
on every member of the company in the manner in which notices are
required to be served by Table A. Where the company's articles provides, as
S.134(a) does, that notice of the meeting shall be served on every member, a
failure to give notice to a single member would render the meeting a nullity
at common law: Re: West Canadian Collieries Ltd (90) in which Plowman, J.
stated: "It is well settled that as regards a general meeting failure to give
notice to a single person entitlted to receive notice renders the meeting a
nullity".
The primary purpose of the common law rule appears to be to impose on the
company's officers who are entrusted with the power of convening its
meetings the obligation of acting fairly towards every member of company.
They must invite all the members to the meeting and not just those whom
they believe are likely to support private property to be run according to
their personal whims.
Although it might at first sight appear unfair to invalidate a meeting at which
a majority of the company's members passed relevant resolutions, it should
be borne in mind that those who attended the meeting and voted might not,
after all, have voted the way they did if the aggrieved member had been
present and drawn their attention to some aspect of the matter which they
did not advert to during their deliberations. Needless to say, a single
member can influence the entire general meeting without necessarily having
to be a Mark Anthony. And it is vital for the proper management of the
company's affairs that no decision of its members should be adopted as its
own, and implemented, unless there is some reasonable assurance that, as it
were, `no stone was left unturned' during the process of arriving at the
particular decision.
The common law rule applies irrespective of whether the failure to give
notice of the meeting was deliberate or unintentional. However, it is
competent for the company's members to reflect on the matter and, if they
deem it appropriate, amend the company's articles by incorporation, therein
of a suitable provision. For example, Table A, Article 51 provides that "the
accidental omission to give notice of a meeting to.... any person entitled to
receive notice shall not invalidate the proceedings at that meeting". In such a
case, notice of the meeting would be deemed to have been given despite an
"accidental omission " to give the notice: Re: West Canadian Caollieries
Ltd(90) commenting on the apparent attempt of the article to validate "the
proceedings at" the meeting rather than the meeting itself, Plowman, J.
stated:
"It must, I think, be implicit.. that a meeting, the proceedings of which are to
be taken to be valid notwithstanding the omission to be deemed to have been
duly convened for the purposes of the articles... in the absence of such an
implication, there would be no meeting the proceedings of which would be
validated by the articles".
In Musselwhite v C. H. Musselwhite & Son Ltd (91) it was explained that a
deliberate failure to give notice of a meeting to a member on the mistaken
grounds that the member was not entitled to the notice would not be
regarded as an "accidental omission" within the relevant article, since it was a
mistake of the law. The meeting was therefore declared null and void.
Table A, Article 134 provides that notice of every general meeting shall be
given to
a) every member of the company except those members who (having no
registered address within Kenya have not supplied to the company an
address within Kenya for the giving of notices to them;
b) the personal representation or trustee in bankruptcy of a member who,
but for his death or bankruptcy, would be entitled to receive notice of
the meeting, and
c) the auditor for the time being of the company.
METHOD OF SERVICE
Article 131 provides that a notice may be given by the company to any
member either personally or by sending it by post to him at his registered
address or at the address, if any, for the giving of notice to him. Where a
notice is sent by post, service of the notice shall be deemed to be effected
within 72 hours of properly addressing, prepaying and posting a letter
containing the notice.
Article 132 provides that a notice may be given by the company to the joint
holders of a share by giving the notice to the joint holder first named in the
register of members in respect of the share.
Under Article 133, a notice may be given to the personal representative or
trustee in bankruptcy by sending it through the post in a prepaid letter
addressed to them by name, or by any official description, at the address, if
any, within Kenyasupplied by them for the purpose, if no address has been
supplied, the notice shall be given in any manner in which it might have
been given if the death or bankruptcy of the registered holder had not
occurred.
CONTENTS OF THE NOTICE
The notice convening a meeting must be clear and explicit so that the person
receiving it may be in a position to decide whether or not he ought in his
own interest to attend the meeting: Tiessen v Henderson (92). This is the
fundamental legal requirement.
In practice, however, the articles generally mention some of the items that
have to be stated in the notice. For example, Table A, Article 50 states that
the notice "shall specify the place, the day and the hour of of meeting and, in
case of special business, the general nature of that business". If the meeting is
the annual general meeting, the notice must "specify the meeting as such" as
prescribed by s.131(1). If the meeting is convened to pass a special resolution
the notice must specify "the intention to propose the resolution as a special
resolution" (5.141(1)).
QUORUM
A quorum is the minimum number of persons who must be present at a
meeting in order that the meeting may validly transact the business for
which it was convened.
Under Table A, article 53, no business is to be transacted at a general meeting
unless a quorum of members is present "at the time when the meeting
proceeds to business". In Re: Hartly Baird Ltd it was held that the words "of
the time when the meeting proceeds to business" mean that the quorum is
required only at the time when the meeting begins. There need therefore be
no quorm after the meeting has began and it may be legally continued
provided there are at least two persons present who would constitute a valid
meeting at common law.
S.134(c) provides that, unless the articles otherwise provide
(a) The quorum for a private company shall be two members present in
person. This provision is modified by Table A, part II, Article 4 which
states that the members may be present in person or by proxy.
(b) The quorum for a public company shall be three members personally
present. Table A, Article 53, adopts this provision.
Where the articles prescribe a quorum of at least two members, and there is
no quorum, there would also be no valid meeting. This is so because as was
explained in Sharp v Dawes (93), "the word `meeting' prima facie means a
coming together of more than one person".
EXCEPTIONS
A valid meeting may be constituted by the presence of one person in the
following cases:
(i) If the meeting is an annual general meeting which was called by, or on
the direction of, the registrar pursuant to S.131(2). In such a case, the
section empowers the registrar to direct "that one member of the
company present in person or by proxy shall be deemed to constitute a
meeting".
(ii) If the meeting is one which has been called pursuant to a court order
under S.135(1). The section empowers the court to direct that "one
member of the company present in person or by proxy shall be deemed
to constitute a meeting". This is illustrated by Re: El Sombren Ltd (88)
(iii) If the meeting is a class meeting held pursuant to the provisions of the
articles for the purpose of authorizing a variation of a right to those
shares and all the shares are held by one member, as in East v Bennett
Brothers Ltd(94).
(iv) If the meeting is an adjourned meeting and the articles provide that "the
member or members present shall be a quorum".
ADJOURNMENT
Table A, Article 54 provides that if within half an hour from the time
appointed for the meeting a quorum is not present, the meeting, if convened
upon the requisition of members, shall be dissolved, in any other case it shall
stand adjourned to the same day in the next week, at the same time and place
or to such other day and at such other time and place as the director may
determine.
PROXIES
(i) No proxy shall be appointed by a member of a company not having a
share capital; and
(ii) a member of a private company shall not be entitled to appoint more
than one proxy to attend on the same occasion; and
(iii) a proxy shall not be entitled to vote except on a poll.
By S.136(2), every notice of a meeting must state the member`s right to
appoint a proxy or proxies and that they need not be members. If default is
made in complying with this subsection as respects any meeting every officer
of the company who is in default shall be liable to a fine not exceeding
Shs.1,000.
THE CHAIRMAN
The person legally endowed with authority to control and superintend the
conduct of a meeting is generally styled "the chairman". He derives his
authority from his appointment, and the mode of his appointment will
depend upon the type of meeting over which he is called upon to preside.
ELECTION OF CHAIRMAN
S.134(d) provides that, unless the articles of a company contain a contrary
provision, any member elected by the members present at a meeting may be
chairman thereof. In such a case, either those responsible for the convening
of the meeting or some other member of it will nominate a proposed
chairman. There is no general rule which requires such a proposal to be
supported by a seconder, but it is customary that it be formally seconded.
The proposal is then put to the meeting, and upon its being carried the
nominee becomes the chairman of the meeting, deriving his authority from
the consensus of those present.
Table A,Article 55 provides that the chairman, if any, of the board of
directors shall preside as chairman at every general meeting of the company,
or if there is no such chairman, fifteen minutes after the time appointed for
the holding of the meeting or he is unwilling to act, the directors present
shall elect one of their number to be chairman of the meeting.
Article 56 further provides that if at any meeting no director is willing to act
as chairman or if no director is present within fifteen minutes after the time
appointed for holding the meeting, the members present shall choose one of
their number to be chairman of the meeting.
FUNCTION AND POWERS OF CHAIRMAN
In the case of National Dwellings Society v Sykes Chitty, J. stated:
"It is the duty of the chairman, and his function, to preserve order, and to
take care that the proceedings are conducted in a proper manner, and that
the sense of the meeting is properly ascertained with regard to any question
which is properly before the meeting". From this dictum and other judicial
decisions the principal powers and duties of a chairman emerge as the
following:
(ii) Informing himself as to the business and objects thereof
(iii) Preserving order in the conduct of those present.
(iv) Containing discussion within the scope of the meeting and reasonable
limits of time.
(v) Deciding whether proposed motions and amendments are in order.
(vi) Formulating for discussion and decision questions which have been
moved for the consideration of the meeting.
(viii) Ascertaining the sense of the meeting by
(a) putting relevant questions to the meeting and taking a vote on
them (and, where authorised, giving a casting vote.)
(b) declaring the result, and
(c) causing a poll to be taken if duly demanded
(ix) In the case of a meeting which is recurrent or is one of a series, to deal
with the record or minutes of the proceedings.
(xi) Declaring the meeting closed when business has been completed.
Regarding this point, it should be noted that the chairman has no power to
adjourn a meeting merely because the proceedings have taken a turn which
he himself does not like: National Dwellings Society v Sykes (95). However,
he may adjourn the meeting if it becomes disorderly or if the members
present agree.
PROCEEDINGS AT MEETINGS
Case: RE MOORGATE MERCANTILE HOLDINGS (1980)
A special resolution set out in the notice provided for the total
cancellation of a share premium account balance of 1,356,900.48 pounds
since the assets which it represented had been lost ( form of reduction
of share capital). At the meeting the resolution was amended, for
technical reasons, to reduce the balance to 321.17 pounds and it was
passed in that form.
Held: The resolution as passed was invalid since it was not the
special resolution of which notice had been given. Even the
retention of 321 pounds out of 1.4m pounds is a change of
substance.
(b) If the chairman wrongly rejects an amendment and the resolution is
carried in its original form it is invalid. If he allows the amendment to
be discussed it should be put to the vote before the original resolution.
If the amendment is carried the resolution as amended is then put to
the vote.
(c) The rights of members to vote and the number of votes to which they
are entitled in respect of their shares are fixed by the articles. One vote
per share is normal but some shares, eg. preference shares, may carry
no voting rights in normal circumstances. To shorten the proceedings
at meetings the procedure is:
i. on putting a resolution to the vote the chairman calls for a show of
hands, ie. one vote may be given by each member present in
person: proxies do not vote. The chairman declares the result.
Unless a poll is then demanded, the chairman's declaration (duly
recorded in the minutes) is conclusive. No one can recount hands
after the meeting (but see para 35 below).
Although the chairman's declaration of the result of a vote on a show of
hands is made "conclusive" (by the articles {Table A Art 58} and by CA
s.141(2) as regards special resolutions) unless a poll is demanded, this is
not as absolute and final a decision as the word "conclusive" suggests.
It prevents subsequent argument about the count of hands raised on a
show of hands. But it is still possible to challenge the chairman's
declaration on the ground that it was fraudulent or manifestly wrong.
Case: RE CARATAL (NEW) MINES LTD (1902)
A special resolution was put to the vote on show of hands. The
chairman counted the hands raised "for" and "against" and said "6 for
and 23 against but there were 200 voting by proxy and I declare the
resolution carried". This declaration was later challenged in court.
(d) Any provision in the articles is void insofar as its effect is:
(a) to exclude the right to demand a poll on any question other than
the election of a chairman by the meeting or an adjournment;
(b) to make ineffective a demand for a poll:
i. by not less than five members
ii. by member(s) representing not less than onetenth of the
total voting rights:
iii. by member(s) holding shares which represent not less than
onetenth of the paidup capital;
ie. the articles may well say that three people may demand a poll
but cannot validly say that at least six people are required such a
rule would be void and five people could demand a poll. (s.137)
(f) In voting either by show of hands or on a poll it is the number of votes
cast which determines the result. Votes which are not cast, whether the
member who does not use them is present or absent are simply
disregarded. Hence the majority vote may be much less than half or
three quarters) of the total votes which could be cast.
Resolutions
A meeting reaches a decision by passing a resolution. There are two kinds of
resolution, ie.
(a) an ordinary resolution which is carried by a simple majority of votes
cast. Where no other kind of resolution is specified "resolution" means
an ordinary resolution; and
Apart from the required size of the majority and period of notice the main
differences between the types of resolution are:
(a) the text of special resolutions must be set out in full in the notice
convening the meeting (and it must be described as special resolution):
CA s.142. This is not necessary for an ordinary resolution if it is
ordinary business; and
(b) a signed copy of every special resolution (and equivalent decisions by
unanimous consent of members) must be delivered to the registrar for
filing. Some ordinary resolutions, particularly those relating to share
capital, have to be delivered for filing but many do not.
The prescribed 21 days notice for a special resolution may be waived with
the consent of a majority of members holding not less than 95% of issued
shares carrying voting rights (unless of course it is to be proposed at an AGM
when 100% consent is required).
A special resolution is required for major changes in the company such as a
change of name, alteration of objects or of the articles, reduction of share
capital, and winding up the company voluntarily (except on grounds of
insolvency or under the provisions of the articles) or presenting a petition by
the company for an order for compulsory winding up.
Minutes
Separate minutes or proceedings of directors and general meetings must be
kept; the latter are open to inspection by members. The minutes when
signed by the chairman of the meeting or next succeeding meeting, are prima
facie evidence of the proceedings (ss.145 146).
When a Meeting is Unnecessary
The purpose of holding general meetings with all the formality which this
entails is to give to each member the opportunity of voting (in person or by
proxy) on the resolutions before the meeting. If the meeting is not properly
convened and held its purported decisions are not binding on any member
who disagrees with and challenges them. His right to do so exists whether
he was absent from the meeting or attended it but was in the minority. But
this is a protection given to a dissenting member. If every member in fact
agrees it would be pointless and wrong to allow any nonmember to dispute
the validity of the unanimous decision because unanimity was achieved in
some informal way.
Accordingly a unanimous decision of the members is treated as a substitute
for a formal decision in general meeting properly convened and held and is
equally binding.
Case: RE EXPRESS ENGINEERING WORKS (1920)
The five individuals who were both the directors and all the members of the
company held a directors' meeting and resolved unanimously to issue
debentures. For technical reasons their decision as directors was invalid but
could be ratified by a general meeting.
Held: The decision was valid since it had been agreed to by everyone
who could have voted on it at a general meeting.
In the above case there was a meeting. But the principle was later extended
to cases where, without holding any meeting at all the members had all, even
if informally, agreed to the relevant decision.
Case: RE DUOMATIC (1969)
The company was in liquidation and the liquidator sought to recover three
payments which he asserted had not been properly approved in general
meeting as was required. These were:
(b) remuneration paid to directors and later sanctioned by all shareholders
through approval of the accounts in which these payments were
disclosed;
Finally the assent principle of unanimity of the members has been extended
to cover cases where every member had the opportunity to object and either
voted in favour or merely abstained.
Case: RE BAILEY HAY & CO LTD (1971)
All five members of the company attended a general meeting which had not
been validly convened owing to a defective notice. At the meeting two
members voted in favour of a resolution to wind up the company and the
other three abstained.
Held: There was sufficient "unanimity" to validate the resolution since
all members had been present and none had dissented.
By this means informal decisions which would otherwise be invalid are
valid. The same principle may be given formal recognition by articles which
provide that a written resolution signed by all the members should have the
same effect as a resolution duly passed at a general meeting. Articles in this
form substitute one formality (a resolution signed by all members) for
another (a resolution passed in general meeting). The assent principle is
more flexible since it recognises as valid a unanimous agreement of the
members reached without any meeting or other formality at all.
REGISTRATION OF RESOLUTIONS
By S.143(1) a printed copy of the following resolutions shall, within 30 days
after the passing thereof, be delivered to the registrar for registration:
(a) Special resolutions;
(b) resolutions agreed to by all the members which would otherwise not
have been effective unless passed as special resolutions;
(c) resolutions agreed to by all the members of a class of shareholders; and
(d) resolutions requiring a company to be wound up voluntarily.
By S.144 where a resolution is passed at an adjourned meeting of
(a) a company
(b) the holders of any class of shares in a company;